113
Notice
Directors’Report
(104-124)
Management Discussion & Analysis
Corporate Governance
Secretarial Audit Report
The Executive Committee of the Board had constituted a Donations
Committee in 2003, however no meetings of the Donations
Committee were held during the year under review.
The Ethics and Compliance Committee
was constituted to
formulate policies relating to the implementation of the Tata Code
of Conduct for Prevention of Insider Trading (the Code), take on
record the monthly reports on dealings in securities by the“Specified
Persons” and decide penal action in respect of violations of the
applicable regulations/the Code. During the year under review, two
meetings of the Committee were held on August 21, 2013 and March
28, 2014. The composition of the Ethics and Compliance Committee
and attendance at meetings, is given hereunder:
Composition
Meetings attended
R A Mashelkar (Chairman)
3
V K Jairath
3
R Pisharody
3
S B Borwankar
3
(Late) Karl Slym
(1)
3
(1)
Ceased to be member w.e.f. January 26, 2014
Composition
Meetings attended
R A Mashelkar (Chairman)
1
Falguni Nayar
1
(Late) Karl Slym
(1)
-
(1)
Ceased to be member w.e.f. January 26, 2014
Mr C Ramakrishnan, Chief Financial Officer, acts as the Compliance
Officer under the said Code.
The Safety, Health and Environment (SHE) Committee
was
constituted by the Board of Directors on February 14, 2013, with the
objective of reviewing Safety, Health and Environment practices.
During the year under review, three meetings of the Committee
were held on June 5, 2013, November 7, 2013 and January 16, 2014.
The composition of the SHE Committee and attendance at the
meetings is given hereunder:
undertaken by the Company as specified in Schedule VII;
b) Recommend the amount of expenditure to be incurred on the
activities referred to in clause (a); and
c) Monitor the Corporate Social Responsibility Policy of the
Company from time to time.
During the year under review, one meeting of the Committee was
held on March 14, 2014. The composition of the CSR Committee and
attendance at its meeting is given hereunder:
Composition
Meetings attended
V K Jairath (Chairman)
2
Ravi Kant
2
Falguni Nayar
1
(Late) Karl Slym
(1)
1
(1)
Ceased as member w.e.f. January 26, 2014
Corporate Social Responsibility (CSR) Committee:
The Executive
Committee of the Board had earlier constituted a CSR Committee in
2003. The Board of Directors had at its meeting held on November
8, 2013 reconstituted the CSR Committee in accordance with the
provisions of Section 135 of the Act. The terms of reference of the
Committee are to:
a) Formulate and recommend to the Board, a Corporate Social
Responsibility Policy which shall indicate the activities to be
Need Based Committees:
Apart from the above, the Board
of Directors also constitutes Committee(s) of Directors and/or
Executives with specific terms of reference, as it deems fit. In this
regard the following two Committee were constituted:
SubCommitteeoftheAuditCommitteewasconstituted,comprising
of two members Mr N Munjee, Chairman and Ms Falguni Nayar.
During the year under review a meeting of the Committee was held
on December 10, 2013, attended by both its members.
Fund Raising Committee of the Board was constituted,
comprising of three members Mr Cyrus Mistry, Chairman, Mr N
Munjee and Ms. Falguni Nayar. During the year under review a
meeting of the Committee was held on March 25, 2014, attended
by all its members.
Code of Conduct:
Whilst the Tata Code of Conduct is applicable to
all Whole-time Directors and employees of the Company, the Board
has also adopted a Code of Conduct for Non-Executive Directors,
both of which are available on the Company’s website. All the Board
members and Senior Management of the Company as on March
31, 2014 have affirmed compliance with their respective Codes of
Conduct. A Declaration to this effect, duly signed by the Executive
Director is annexed hereto.
SUBSIDIARY COMPANIES
The Company does not have anymaterial non-listed Indian subsidiary
company and hence, it is not required to have an Independent
Director of the Company on the Board of such subsidiary company,
in terms of Clause 49 (III) of the Listing Agreement. Mr Munjee, an
